Bylaws

Updated 1/28/13

ARTICLE I – NAME AND PURPOSE

Section 1. The name of this non-profit organization shall be the BRIARCLIFF WOODS CIVIC ASSOCIATION, INC., hereinafter referred to as BWCA. As a nonprofit corporation organized pursuant to the provisions of the Georgia Nonprofit Corporation Code, BWCA shall have no capital stock and no shareholders, and no part of the net earnings, income, or profit of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private individual except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherence of its social welfare purposes.

Section 2. BWCA is organized and shall be operated exclusively for social welfare purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) (or the corresponding provision of any future United States Internal revenue law), and specifically, to promote the common good and general welfare of the residents of the Briarcliff Woods community.

ARTICLE II – OBJECTIVES

Section 1. To formulate, disseminate, and vigorously pursue a community program for the betterment of the Briarcliff Woods community.

Section 2. To insure that the Briarcliff Woods community is preserved principally for quality residential use and thus retain its identity as an essential element of a well-planned metropolitan area.

Section 3. To collect and disseminate information regarding planning, zoning, roads and capital improvement matters, and to exercise vigilance to the end that the rights and interests of the members are preserved.

Section 4. To maintain liaison with the local governing bodies so as to remain alert to courses of action which are of inherent concern to the citizens.

Section 5. To initiate and support social and educational programs for youth, senior citizens and all members of BWCA.

Section 6. To oppose the intrusion of forces and elements that are inimical to the perpetuation of the standard of quality of life so long associated with Briarcliff Woods.

ARTICLE III – MEMBERSHIP

Section 1. The membership committee shall determine the eligibility of all applicants for membership, both voting and non-voting.

Section 2. Voting rights shall be extended to no more than two (2) adult members of each family, provided membership dues are current. Members shall have the right to vote only on those matters that are presented to the membership for a vote by the Board of Directors.

Section 3. The geographical area covered and open for membership shall be determined by the Board of Directors.

Section 4. Dues shall be due and payable in advance for the calendar year and said dues shall be determined in advance by the Board of Directors.

Section 2. Term of Office. Each officer shall hold office for one year and until his or her successor is elected and has qualified, or until his or her earlier death, resignation, retirement, removal, or disqualification. An officer shall take office at the time of his or her election by the Board of Directors.

Section 3. Election of officers shall take place at the Board of Directors’ first meeting following the annual meeting.

Section 4. Qualifications. Each officer must be a voting member of BWCA in good standing. No person who holds an elected or appointive political office may serve as an officer. Not more than one adult member of any family may serve as an officer at any one time.

Section 5. Duties.

President – The President shall:

a. plan and guide the program and activities of BWCA withthe assistance of the Board of Directors in accordance with the aims and objectives as set forth herein;b. call to order and preside over all meetings of BWCA.c. call special meetings of the Board or the general membership as hereafter provided;d. serve as chairman of the Board;e. appoint chairmen and other members of all standing committees and such other committees deemed necessary;f. be an ex-officio member of all committees except the nominating committee;g. prepare the annual report to be presented in writing in January of each year;h. perform such other duties as are appropriate to the office of the President.

Vice-President – The Vice-President shall:

a. assist the President in such duties as shall be delegated to him/her by the President or the Executive Committee;b. perform the duties of the President in his/her absence or in the event of a vacancy in that office for whatever reason;c. review and approve expenditures to be made by the Treasurer.

Secretary – The Secretary shall:

a. attend all meetings and record and preserve the minutes of those meetings;b. prepare such correspondence as may be necessary;c. keep and preserve the Bylaws of BWCA;d. perform such other acts as are usually required of the Secretary.

Treasurer – The Treasurer shall:

a. be custodian of all funds of BWCA;b. receive ail monies and disburse all funds as directed by the Board of Directors;c. maintain books and records of all receipts and disbursements;d. prepare and submit an annual report to the Georgia Secretary of State and the United States Internal Revenue Service and as required by any other governmental body;e. open and maintain an investment account to secure the highest, prudent return on BWCA monies; all checks drawn on said account shall require the signature of the Treasurer and the Vice-President, or President;f. open and maintain an operating account which shall contain sufficient funds for the orderly day to day operations of BWCA.

Section 6. Nomination of Directors. At least sixty (60) days prior to the annual general membership meeting, the President shall appoint a nominating Committee. The Nominating Committee shall consist of a Chairman and four other persons, two of whom shall be members of the existing Board. The Nominating Committee shall give written notice of a slate of proposed directors to the membership at least fifteen (15) days prior to the annual meeting. The slate shall consist of one name for each of the elective offices. In selecting such slate, the Nominating Committee shall strive to achieve a balance of age, experience and interests, but shall assure that all geographic areas of BWCA are represented. The Nominating Committee shall be responsible for contacting those persons so nominated for office.

ARTICLE V – BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the elected officers, directors and the immediate past president. The Board of Directors shall be composed of no fewer than six (6) members and not more than twenty-one (21) members. The Board of Directors may by resolution fix the precise number of members between the stated limits, but any reduction in the number of members of the Board shall take effect only at the expiration of the term of office of the members whose offices are to be eliminated or upon their earlier resignation.

Section 2. Duties. Subject to any restrictions imposed by law, these bylaws and the BWCA Articles of Incorporation, the affairs of BWCA shall be managed and administered by the Board of Directors. The Board shall carry out any directives and resolutions of the membership and shall serve as the primary communication link with the members.

Section 3. Term of Office. All directors, except the immediate past president, shall be elected at the annual general membership meeting and shall serve for a term of two years and until such director’s successor is elected and has qualified, or until his or her earlier death, reesignation, retirement, removal, or disqualification. The term of office of each director shall commence upon the adjournment of the annual meeting at which such member is elected. A director shall be eligible for reelection to succeed himself or herself. After a third consecutive term, a dirctor may continue to serve only with two-thirds approval of the board.

Section 3(a). Solely for purposes of transitioning to staggered, two-year terms of office, one-half of the Board of Directors elected at the 2013 general membership meeting will serve a one-year term and one-half will serve a two-year term.

Section 4. Removal. Any director, including officers and those ex-officio directors, may be removed, with or without cause, by a two-thirds vote of the entire Board of Directors then in office.

Section 5. Vacancies. Any vacancy in the Board of Directors, including officers, occurring at any time and for any reason, including the authorization of an increase in the numbers of directors, may be filled for the unexpired term by vote of the Board of Directors. Each director so appointed shall hold office until the expiration of such unexpired term.

Section 6. Qualifications of Members of the Board of Directors. Members of the Board of Directors shall be at least eighteen (18) years old, shall be a resident of the State of Georgia living within the geographical boundaries of the BWCA, and shall be a current, dues-paying member at the time of their election.

Section 7. Regular Meetings. The Board of Directors shall meet at least quarterly and at such other times as necessary, the President shall call special meetings at his/her discretion or upon the written request of three (3) Board members. A majority of directors then in office shall constitue a quorum for the transaction of business. All resolutions adopted and all other business transacted by the Board shall require the affirmative vote of a majority of the directors present at the meeting, unless a greater vote is required by law, the BWCA Articles of Incorporation, or these bylaws.

Section 8. Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting.

Section 9. Actions by Directors, Without a Meeting. When it is necessary or convenient for timeliness of other reasons to hold a vote outside of regularly scheduled or special meetings, the Board of Directors may vote by email, provided that a “Notice to Vote” email detailing the required vote to be submitted by the President or Vice President to the Board of Directors, that reasonable effort is made to send the email to every Board member, that a quorum responds, and that the question, quorum, and votes cast are noted in the minutes of the next regular meeting.

Section 10. Any authorization for the expenduiture of funds by the Board of Directors shall be in force only for the year authorized and shall not be carried over from one year to the next.

ARTICLE VI – OFFICIAL SIGNATURES

Section 1. Except as provided in Article IV, Section 5, all official documents necessary for the administration of the affairs of BWCA shall be signed by the President and the Vice-President.

ARTICLE VII – GENERAL MEMBERSHIP MEETINGS

Section 1. BWCA shall meet annually each January and at such other times as may be necessary, in the discretion of the President. The purpose of the annual general membership meeting shall be to elect the officers and directors of BWCA and to transact such other business as may be brought before the meeting by the Board of Directors. The Board of Directors may postpone the time of holding the annual general membership meeting for such period not exceeding sixty days if they deem it advisable.

Section 2. A quorum at all general meetings shall consist of ten percent (10%) of all voting members present in person or represented by proxy. All general membership meetings shall be announced at least fifteen (15) days prior to the meeting.

Section 3. The President shall call special general membership meetings upon the written request of twenty-five (25%) of voting members in good standing. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.Executive Committee. There shall be an Executive Committee which may act for the Board during the interim between Board meetings, but the authority of such Committee shall be limited to expenditure of no more than five hundred dollars ($500.00) on any one project. Members shall consist of the elected officers, immediate past-president and two (2) directors, appointed by the President.

Meetings of the Executive Committee shall be called at the discretion of the President or upon the written request of three (3) members of said Committee. A quorum at all meetings shall consist of five (5) members and all resolutions adopted and all business transacted by said Committee shall require the affirmative vote of at least four (4) of the members present.

Section 3. The chairman of all standing committees, other than the Executive Committee, and of such other committees as circumstances may dictate shall be appointed by the President. The members of each committee shall be appointed by the chairman thereof.

ARTICLE IX – RULES OF ORDER

The proceedings of BWCA shall be governed by Robert’s Rules of Order, newly revised, except where those Rules conflict with the provisions of these bylaws.

ARTICLE X – INDEMNITY

Section 1. Actions Against Directors and Officers. BWCA shall indemnify, to the fullest extent permitted by the Georgia Nonprofit Corporation Code and, if applicable, Section 4941 of the Code, as amended, any individual made a party to a proceeding because such individual is or was a director or officer of BWCA against liability incurred in the proceeding, if such individual conducted himself or herself in good faith, and (1) in the case of conduct in his or her official capacity, reasonably believed his or her conduct was in the best interests of BWCA, (2) in all other cases, reasonably believed that his or her conduct was at least not oppposed to the best interests of BWCA, and (3) in the case of criminal proceeding, has no reasonable cause to believe his or her conduct was unlawful.

Section 2. Advance for Expenses of Directors and Officers. BWCA shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding because such individual is a director or officer in advance of final disposition of the proceeding, if:

(1) The director or officer furnishes BWCA a written affirmation of his or her good faith belief that he or she met the standard of conduct set forth in Article 6.1 above or that the proceeding involves conduct for which liability has been eliminated by BWCA’s Articles of Incorporation; and

(2) The director or officer funishes BWCA a written undertaking to repay any advances if it is ultimately determined that the director or officer is not entitled to indemnification.

The written undertaking required by paragraph (2) above must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to financial ability to make repayment.

ARTICLE X – AMENDMENT OF BYLAWS

These bylaws may be amended or repealed by a majority of the voting members in good standing who are present and voting at any general meeting of BWCA, provided thirty (30) days written notice of intent to amend or repeal the bylaws has been transmitted to the membership.